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Company Formation Process in Costa Rica?


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Since 2010, Costa Rica has enjoyed strong and stable economic growth. It currently has a great variety of exports that conform the backbone of the country’s economy (Bananas, Beef, coffee and sugar among others). In addition, it has the US-Central American-Dominican Republic Free Trade Agreement (CAFTA-DR). These and great political stability have made Costa Rica a key spot in the world for offshore investors to set up businesses with exceptional success prospects

Doing Business in Costa Rica - Provided is a detailed guide on the process for incorporating a company in Costa Rica, including information on the types of companies in costa Rica, the duration to form a company in Costa Rica, information about the initial capital requirements for a new legal entity in Costa Rica and other key requirements for establishing a company in Costa Rica. Furthermore, the steps on how to form the most common type of company in Costa Rica and to open a corporate bank account are provided.

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Company Formation Process in Costa Rica?

  1. 1. Costa Rica – How to Form a Company in Costa Rica?
  2. 2. ABOUT US The Biz Latin Hub Group was established in 2014 to assist both local and foreign companies doing business in Latin America, by providing a full suite of multilingual Commercial Representation and Back-Office Services. The group is owned and managed by an experienced team of local and expat professionals, dedicated to assisting clients to navigate their way through the complexities of Latin American business environment.
  3. 3. 8 Steps
  4. 4. Step 1 – Choose the Style of Legal Structure for Your Business Needs Corporation (S.A.) There are number of different legal structures you can choose from when forming your company: • Corporation – Sociedad Anonima (S.A.) • General Partnership – Sociedad en Nombre Colectivo • Limited Partnership – Sociedad de Responsabilidad Limitada The majority of companies that are set up in Costa Rica are Corporations. This presentation will outline the process of setting up a:
  5. 5. Key Considerations When Forming a Company in Costa Rica • Yes Is Foreign Ownership Allowed? • No Minimum Capital? • 2-3 weeks How Long Does it Take (Including bank account) • Yes Requires a Fiscal Address and Legal Representation? • Costa Rican Colon & USD Currency • 2 Min Number of Shareholders
  6. 6. Step 2 – Power of Attorney Get the ball rolling… • Whether you have someone you trust in Costa Rica, or you need to hire the services of a third party to incorporate a company on Costa Rican soil, a power of attorney must be drafted and signed. • The idea is to provide the agent with all information/documentation required to represent you or your company in the country so that he/she can form the company in a lawful manner.
  7. 7. Step 3 – (Registration) Company Name An Important Step… Costa Rican law says that companies must have a unique name that cannot be mistaken with any other company’s name. The name should be followed by Sociedad Anόnima or the initials S.A. The company name must be approved and registered with the Registro de Marcas de Comercio.
  8. 8. Step 4 – Bank account Getting formal… The procedure to open a bank account in Costa Rica is very similar to that in other countries. Costa Rica has a private and public banks; international banks offer more amenities to expats, while local banks have more ATM machines and also offer deposits that are insured by the state.
  9. 9. Step 5 – Accountancy Get it in the books… Another step is to create three sets of minute books and accountancy records. One set is for the directors use, one is for the shareholders and the third must be kept in the registered company office. The company must file an annual tax return irrespective of whether it is liable to pay tax on income.
  10. 10. Step 6 – Board of Directors The board of directors is comprised of a: • President - who legally represents the corporation. • Secretary – which is in charge of the corporation books/records and the Treasurer in charge of financial affairs. Company Board of Directors
  11. 11. Step 7 – Fiscal Agent The fiscal agent is the company accountant whose duties include overseeing the board of directors in addition to reporting to the shareholders. The Fiscal Agent can be any person but can't have relation to the board members. Another requirement…
  12. 12. Registration time To create a company in Costa Rica, it is necessary to appear before a Public Notary and sign the Public Document. Four (4) board members are required, including the President, who is commonly the company’s legal representative. All of the board members, along with the shareholders, need to sign the Public Document at the same time. In the case that the shareholders cannot attend in person, it can be completed through a legalized/apostilled Power of Attorney. Step 8 – Public Notary
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  15. 15. RECENT ARTICLES How Will the Elections in Costa Rica Ensure Economic Growth in 2018? Biz Latin Hub Meets Up with Costa Rican Ambassador to Australia in Sydney LATAM Business Opportunities for 2018: Panama, Costa Rica & Nicaragua